Terms of use

We, APROPLAN S.A., 480 Avenue Louise, 1050 Brussels Belgium, (hereinafter referred to as “APROPLAN S.A.” and “we”) operate the platform APROPLAN (hereinafter referred to as “APROPLAN”) under the website accessible through www.APROPLAN.com and other associated domain names (the “Website”). APROPLAN is a closed platform where registered users can collaborate on construction projects (included associated activities). APROPLAN is a collaborative communication platform that allows complete digital organization of construction projects, including document management, task management, notes and messages, meeting minutes, hand-overs and much more. APROPLAN can be operated and used worldwide from compatible devices and the most common contemporary operating systems in a quick, complete and user-friendly manner.

1. Scope: For Whom and to What Do These Terms Apply?

1.1. The purpose of these Terms of Use is to define the terms and conditions under which you will be provided with access to and have the right to use APROPLAN (which term shall include all associated contents, features, services, and software). They constitute a legally binding contract between APROPLAN S.A. and you. These Terms of Use are the complete and exclusive statement of the terms of the agreement between you and APROPLAN S.A. relating to the subject matter of these Terms of Use. They supersede and replace all prior agreements and understandings between the Parties relating thereto, whatever their form. No other terms and conditions will become part of this agreement unless expressly referred to in these Terms of Use or agreed in writing between us.

1.2. We reserve the right to offer additional services and applications through APROPLAN. In the latter case, we will inform you separately and transmit additional terms and conditions to you, if necessary.

1.3. Third parties partner may offer applications through APROPLAN. User contracts for these applications are made only with each individual vendor.

1.4. These Terms of Use apply to both Consumers and Businesses. “Consumers” are individuals who enter into a transaction for a purpose which is attributable neither to their commercial nor to their independent professional activity. “Businesses” are individuals or legal entities or partnerships having legal capacity who act in their commercial or independent professional capacity when entering into a legal transaction.

1.5. You cannot accept these Terms of Use if you are not of legal age to form a binding agreement with APROPLAN S.A.

1.6. In these Terms of Use, the word “including” or “includes” means “including, but not limited to” or “includes, without limitation” and words importing the singular include the plural and vice versa.

2. Registration and Contract Formation

2.1. You must register to use APROPLAN. With your registration, you agree that you do not yet have an account with APROPLAN or that you have deleted your old account. Each user may register only once and have only one active account.

2.2. We may offer various ways to register. It is at your free choice which of these methods you want to use to register.

2.3. To register with APROPLAN you must enter the required information truthfully and completely, unless they are marked as optional. A registration under a pseudonym or under false or incorrect data is not permitted. In case of changes, you must update all data immediately so that we can ensure smooth use.

2.4. As part of the registration process, you will be requested to click on “I agree to the terms and conditions”. Read carefully the Terms of Use before clicking on “I agree to the terms and conditions” or statement to the same effect. By clicking on “I agree to the terms and conditions” or statement to the same effect, you accept to be bound and to comply with the conditions of the Terms of Use including all legal obligations imposed on you. If you do not agree with those conditions or if you do not wish to be bound by the Terms of Use, do no click on “I agree to the terms and conditions” or statement to the same effect and return to the home page. By clicking on “I agree to the terms and conditions” or statement to the same effect, you acknowledge and agree, among others, that the Terms of Use will cover all possible use of APROPLAN.

2.5. After the registration we will send you a confirmation of your registration by e-mail together with these Terms. The registration process is completed only after receiving this e-mail (“Completion of the Registration”). Upon full Completion of the Registration, a user agreement is formed between you and us.

2.6. We have no obligation to let you enter into a user agreement. We may refuse your registration request at any time without providing any reasons. In that case, we will, of course, delete any information and data you have already entered.

2.7. By accepting these Terms of Use, you accept the use of electronic communications to conclude contracts or to order goods as well as to transmit notifications, directives and transaction records relative to the subject-matter of these Terms of Use. Moreover, in accordance with applicable law, you accept to waive any rights or obligations you may have by virtue of other laws or rules imposing a manual original (non electronic) signature, or the transmission or conservation of non-electronic records.

2.8. You may keep a copy of these Terms of Use by making a computer copy, by printing them or by any other means, and you can also copy them.

2.9. APROPLAN S.A. reserves the right to modify these Terms of Use at any time subject to a notice to you by electronic mail, which will inform you of the URL through which you can access the modified version. The modified version will enter into force thirty (30) days after the date of the above-mentioned notice, unless you have accepted it before by clicking on “I agree” or statement to the same effect, in which case it will enter into force upon your clicking. By continuing your use of APROPLAN after expiry of the above-mentioned time period or by your express acceptance through you clicking on “I agree” or statement to the same effect you confirm your acceptance to be bound by the modified Terms of Use. If you do not wish to accept the modified Terms of Use, you have the right to terminate these Terms of Use by sending an email to the address < support@APROPLAN.com >, with effect at the date on which the modified Terms of Use would have entered in to force. Without prejudice to the above, you agree that APROPLAN S.A. will not be bound by previous versions of the Terms of Use that have been removed from the Website even if they are still available on other websites or in any other ways. You can at any time request the latest version of the Terms of Use via support@APROPLAN.com or access it at www.APROPLAN.com/terms-of-use.

3. Subject-matter of the Agreement

3.1. The subject-matter of this agreement is the use against payment or free of charge, as applicable, of APROPLAN, as accessible via the Website.

3.2. With APROPLAN, we provide you a platform to bring users together so they are able to network with each other independently. We provide you with the technical prerequisites and applications to do so. We do not take a part in the contents of the networks and communications.

3.3. APROPLAN S.A. may be improving APROPLAN on a regular basis and may also need to change technical features from time to time for that purpose. Accordingly, you acknowledge and agree that the functionality of APROPLAN may vary from time to time. Technical requirements for use of APROPLAN and feature descriptions are available on the Website. You may need to upgrade to a new version in order to enjoy the benefit of certain features or functionalities.

4. About the APROPLAN offer

4.1. Each user (for user categories, see Section 5 below) has his or her own profile, which can be personalized.

4.2. Each user profile contains some tools and features pre-installed for each projects space. You can use these projects space and also create your own projects space and invite other members to use them. You, as the administrator, are responsible for the projects space you have created and can freely decide whom to invite.

4.3. In addition, you can participate in project spaces that were created by other users or providers. When you have “joined”, you can fully use the project space. Administrators can freely decide whether they make their project space closed or available for other to join and whom they invite to use it. You have no right to the use of other’s project spaces, except upon invitation.

4.4. Each project space contains various applications.

4.5. In addition, you can invite people who have not registered on APROPLAN by typing in their e-mail address.

5. User Categories

5.1. You may use APROPLAN as a “Paying user” or as a “Guest user”.

5.2. As a “Guest user” you may use APROPLAN free of charge with limited functionality and bandwidth as offered on the Website.

5.3. As a “Paying user” you may use more functionality with an increased bandwidth depending on the offer selected on the Website.

5.4. You may use some features of APROPLAN initially for free for a trial period as set out on the Website. After the trial period it is up to you to decide how you want to continue with your account. You may continue to use APROPLAN as a Guest user or as a Paying user. You can switch from one user category to the other at any time, provided that any fees paid will not be refunded to you. If you do not terminate your account or choose to continue using APROPLAN as a Paying user at the end of the trial period, then you will automatically be regarded as a Guest user until you select another option.

6. APROPLAN’s availability

6.1. APROPLAN is available is available on a 7days/7 and 24hours/24 basis with a ninety-five (95) percent average annual availability (hereinafter referred to as “SLA”). We will notify you in a timely fashion if possible if maintenance is required as a result of which APROPLAN is not available. Platform downtimes due to maintenance will not be counted as unavailability periods for the calculation of APROPLAN’s availability. We are not responsible for Internet or web-related downtimes, especially downtimes during which APROPLAN cannot be accessed through the Internet due to technical or other problems that are beyond our control (e.g. force majeure, third party fault, etc.).

6.2. Should the above mentioned SLA not be attained for any given twelve (12)-month contract period, then you will be entitled to a one (1)-month free use of APROPLAN. You acknowledge and agree that this shall be your sole remedy for breach of the SLA.

7. Rules for the Use of APROPLAN

7.1. When using APROPLAN, you must observe all applicable laws and other regulations. In particular, you may not post and/or distribute data or content such as texts, images, graphics and links which violate regulations or infringe third-party intellectual property rights, copyrights or other rights of third parties. You are solely responsible for the information and content provided by you. We neither review the contents for their accuracy nor check for viruses or virus-related processability.

7.2. You may upload and add files, such as document, plans, files, pictures, etc., in project spaces. Before uploading any files or photos, you must ensure that you are entitled to the exclusive usage rights to the photo or file and that the public disclosure of the image or file is not in violation of any laws, public morals and/or does not infringe any rights of third parties. Images or photos of people other than you may only be posted on APROPLAN if approval has been given by these people

7.3. You may not upload and/or make publicly available any files with the depiction of violence or pornographic, discriminatory, offensive, racist, defamatory or other illegal contents or depictions. Furthermore, it is prohibited to upload image files that wholly or partially represent company signs, trademarks or commercial marks or other proprietary signs. This does not apply, of course, if you are entitled to them, i.e. if you are the proprietor of the rights to those logos or if the proprietor of the rights has authorized you to use them.

7.4. Both you and we can delete or replace posted pictures and files at any time. In particular, we are entitled to remove pictures or files without prior notification if and insofar as any concrete evidence exists that their publication at APROPLAN violates any legal regulations, public morals and/or third-party rights.

7.5. Contents and texts posted at APROPLAN may not be copied, distributed or otherwise made publicly available without permission from the proprietor of the right, unless this is permitted by law.

7.6. It is prohibited to carry out or encourage anti-competitive acts, including progressive customer acquisition, such as chain, pyramid or Ponzi schemes.

7.7. Harassing actions such as sending chain letters or sexually suggestive or explicit communications are prohibited.

7.8. It is prohibited to carry out attacks on the performance of APROPLAN, such as the mass sending of e-mails (SPAM), hacking attempts, brute force attacks, the use or the sending of spyware, viruses and worms.

7.9. If you violate these rules, we are entitled to warn you, suspend you or possibly even completely exclude you from using APROPLAN. We have the right to remove illegal content immediately.

8. Other Content

8.1. APROPLAN may contain links to third-party websites or resources. We do not endorse and are not responsible or liable for their availability, accuracy, the related content, products, or services. You are solely responsible for your use of any such websites or resources. Also, if we provide you with any software under an open source license, there may be provisions in those licenses that expressly conflict with these Terms of Use, in which case the open source provisions will apply.

8.2. Moreover, we shall not be responsible for any texts, pictures, data and/or information or more generally any contents posted or provided by you and any other users of APROPLAN. We specifically exclude any warranty that these contents are true, accurate or fit for a specific purpose.

9. Data Backup

You will make the necessary arrangements to secure the data and content entered, uploaded and saved by you on APROPLAN on a regular basis and in accordance with the risk level and to create your own backup copies to ensure the reconstruction of data and information in case of their loss.

10. Identity of Users

It is technically not possible for us to establish with certainty whether a registered user of APROPLAN actually has the identity which he or she pretends to have. Therefore, we cannot guarantee the correct identity of users.

11. Account Security

You are responsible for maintaining the confidentiality of your password. This means that you must keep your access password secret, may not disclose it, will not tolerate or allow it to be known by third parties and take the necessary measures to ensure confidentiality. You are responsible for any activity using your account, whether or not you authorized that activity. In case of actual or suspected misuse or loss of this information, you must notify us immediately by e-mail at address: .

12. Right of Withdrawal for Consumers

12.1. If you are a Consumer, subject to Section 12.2, you are entitled to notify to APROPLAN S.A. that you withdraw from entering into this agreement within fourteen (14) days from the day of entering into an agreement with us for the use of APROPLAN, without any indemnity or penalty, without giving any reasons in text form (e.g. letter, fax, e-mail). Any notification should be sent to us at : APROPLAN S.A.480 Avenue Louise, 1050 Brussels Belgium support@APROPLAN.com

12.2. You will lose the right of withdrawal set forth in Section 12.1 if performance of the agreement begins with your agreement before the end of the fourteen (14)-day period referred to in Section 12.1.

13. Reporting breaches or infringements

If you notic

e or suspect use of APROPLAN in violation of the law or these Terms of Use, or third party right infringement, please report it to us at any time via the e-mail address: support@APROPLAN.com.

14. Indemnification

You agree to indemnify us and hold us harmless from and against all claims, liabilities and costs (including attorneys fees and other costs incurred for the defense), including claims for damages resulting from (i) an infringement of the rights of other users or third parties, including government agencies by the content posted by you on APROPLAN. or due to your use of APROPLAN; (ii) your breach of these Terms of Use or your violation of any law, regulation or directives, whether or not they are referred to in these terms of Use and (iii) your unauthorised or abusive use of APROPLAN or any part thereof. Any further rights and remedies, including claims for damages we may have remain unaffected.

15. Warranty and Liability limitation

15.1. APROPLAN S.A. undertakes to provide access to APROPLAN and perform its obligations under these Terms of use with all due skills and care. You acknowledge that APROPLAN S.A.’s obligations in this regard are contracted on a “commercially reasonable efforts” basis. Furthermore, in no event shall APROPLAN S.A. be liable in case of inaccessibility, unavailability, interruption or bad quality of APROPLAN or any part thereof for any reason beyond APROPLAN S.A.’s control, including but not limited where services of another operator or access or service supplier are used, in which case APROPLAN S.A. shall in no event be liable for any act or omission of that third party. It is expressly agreed that APROPLAN S.A. does not provide any warranty regarding Internet connections or transmissions or regarding 3G or other similar communications.

15.2. In no event shall APROPLAN S.A. be liable for any failure in its performance under these Terms of Use due to a force majeure event.

15.3. Except in case of willfull misconduct or intentional breach, or in the event of personal injury caused by a defect in APROPLAN, in no event shall APROPLAN S.A. be liable for any indirect loss or damage whatsoever, including but not limited to lost profits, loss of customers, lost data, loss of intangible goods, or for damages that are not foreseeable (including as to their extent), arising out of the use and/or impossibility to accessAPROPLAN and /or unauthorised access to APROPLAN by a third party and/or actions by a third party and/or any other cause related to APROPLAN.

15.4. Without prejudice to any other provision of this agreement (including Section 6.2) and except in the case of willful misconduct or intentional breach, or in the event of personal injury caused by a defect in APROPLAN, in no event shall APROPLAN S.A.’s liability in respect of all causes of action that arise hereunder exceed the total amount paid by you for the use of APROPLAN during the twelve(12)-month period preceding the date of occurrence of the damage or, in the case of a series of damages before the latest damage to occur.

15.5. The warranty and liability limitations and disclaimers set forth in this section are also set forth to the benefit of all third party suppliers and licensors.

15.6. Some applicable laws do not allow some exclusions or limitations set forth above, so the above exclusions or limitations may not apply to you, especially if you are a Consumer. In such event APROPLAN S.A.’s warranty and liability will be limited as far as legally possible under the applicable legislation.

16. License

Subject to your compliance with these Terms of Use, you are granted a limited, non-exclusive, non-sublicensable, non-assignable license to use the APROPLAN through your individual user account for the duration of your user agreement. Access to APROPLAN is for your individual use. You shall not resell or commercialise access to or the use of APROPLAN to any third party.

17. Intellectual Property Rights

17.1. You acknowledge and accept that, as between you and APROPLAN S.A. and without prejudice to any third party’s intellectual property rights, all intellectual property rights in and to APROPLAN and all elements or components of the Website, are and shall remain the exclusive property of APROPLAN S.A. Nothing in these Terms of Use shall be construed as assigning or conferring you the ownership of any intellectual property right. Only those rights expressly set forth in these Terms of Use are granted to you. Under these Terms of Use, you are only permitted a limited use of the intellectual property rights here above mentioned. You shall refrain from any action that would jeopardize, limit or adversely affect APROPLAN S.A.’s intellectual property rights. You acknowledge and accept that that any use of these intellectual property rights other than authorized Terms of Use constitutes a breach of these Terms of Use and an infringement of intellectual property laws, including but not limited to those on copyrights and trademarks, and may result in automatic and immediate termination of your right to use APROPLAN and your user agreement, without notice and without prejudice to any damages that you might be liable to pay.

17.2. Except with APROPLAN S.A.’s express and prior authorization (including under these Terms of Use), you may not copy or download any part of the Website or its content.

17.3. You accept that you shall not remove, obscure or alter any proprietary rights or notices affixed to or contained within any part of APROPLAN or the Website. Except as strictly required for the use of APROPLAN under these Terms of Use, nothing in these Terms of Use grants you any right to use the trademarks, service marks, trade names, signs, logos, slogans, on-line or other contents, under any form whatsoever, belonging to or used by APROPLAN S.A. for its promotion or that of its products or activities.

17.4. We are entitled to freely use any feedback, comments, or suggestions you send us or post in our forums without any obligation to you. This will not result in any right to APROPLAN or any part thereof belonging to you.

18. Pricing and Payment Terms

18.1. The prices for the use of APROPLAN are based on pricing set out on the Website at the date of the order which you can always access at www.APROPLAN.com/pricing, subject to gross mistakes or changes made to the VAT.Any third-party applications or third-party product will be subject to the pricing of and are the sole responsibility of each individual vendor.

18.2. Where you purchase the right to use APROPLAN on a subscription basis (monthly, every 3 months or annually (as applicable)), you acknowledge and agree that this is a recurring payment and payments shall be made to APROPLAN S.A by the method you have chosen in advance at the recurring intervals chosen by you, until that subscription is terminated by you or by APROPLAN S.A.

18.3. APROPLAN S.A. may change the prices, including those applicable to subscriptions, at any time without any prior notice to you. You can choose whether or not to accept the new prices prior to completing your next purchase. The new prices will apply to your next purchase after the new prices have been published or, for subscriptions, at the end of the then current subscription period (and you will be informed of the new prices before your payment for the next period is made).

18.4. If you are in default with any payment obligations (immediately after the first non-payment), we are entitled to deny access to APROPLAN and/or terminate our agreement with you without notice.

18.5. We reserve the right to assert further claims for default of payment.

19. Duration and Termination of Your User Agreement

19.1. Depending on the pricing model, the agreement is formed for an indefinite term or for a certain fixed minimum term (hereinafter “Agreements with a Minimum Term”).

19.2. Agreements for an indefinite term may be terminated at any time by either party. For agreements for an indefinite term, changing to a different user category does not constitute termination of the agreement. We only adjust the terms of compensation and rights to your new user category.

19.3. Agreements with a Minimum Term will be in force until the end of the agreed period and will automatically renew for the same period of time, unless you or we terminate them before the end of the then current period.

19.4. APROPLAN S.A. reserves the right to withdraw or change the subscriptions at any time. In the event of such a change, APROPLAN S.A. will notify you by email stating the changes and their effective date. If you do not wish to accept these changes, you are entitled to terminate your subscription, with effect from the date on which the changes are due to take effect.

19.5. APROPLAN S.A. shall be entitled at any time, without any prior notice, summon or judicial action, to terminate your user agreement with immediate effect by sending an e-mail to the address that you have provided for the purpose of the conclusion of these Terms of Use and /or by closing your access to APROPLAN, or to suspend your access to APROPLAN, without being liable to pay any indemnity or damages, in case of your insolvency, breach of law or breach of these Terms of Use or in the event of a force majeure event preventing APROPLAN S.A. from fulfilling its obligations under these Terms of Use or of any circumstance that would render APROPLAN S.A.’s performance of its obligations so costly it would result in an imbalance between the parties’ obligations.

19.6. APROPLAN S.A. shall be entitled at any time, without any summon or judicial action, to terminate these Terms of Use subject to a two (2)-month notice sent by e-mail to the address that you have provided for the purpose of the conclusion of these Terms of Use, without being liable to pay any indemnity or damages except that APROPLAN S.A. shall refund to you any outstanding prepaid fees on a prorata temporis basis.

19.7. Upon termination of your user agreement, (a) you acknowledge and accept that all licenses and use rights related to APROPLAN shall terminate; (b) you shall remove any software provided hereunder from any devices, hard disks and other storage media and destroy all copies in your possession or under your control; and (d) your access to APROPLAN shall terminate, without any refund of any amount paid by you (unless in the case of termination by us due to an event of a force majeure event or as set forth in Section 19.5).

19.8. Any and all refund payments hereunder will be made in the same form as you initially made payment.

20. Miscelleanous

20.1. Entire Agreement These Terms of Use are the complete and exclusive statement of the terms of the agreement between you and APROPLAN S.A. relating to the subject matter of these Terms of Use. They supersede and replace all prior agreements and understandings between the Parties relating thereto, whatever their form.

20.2. Severability If any provision of these Terms of Use or the application thereof to any party or circumstance shall to any extent be declared invalid, illegal or unenforceable in any jurisdiction, that provision shall be severed from these Terms of Use as to such jurisdiction (but, to the extent permitted by law, not elsewhere), and shall not affect the remaining provisions hereof. The parties agree to substitute for such provision a valid provision that most closely approximates the intent and economic effect of such severed provision.

20.3. No waiver The failure or delay by APROPLAN S.A. to exercise any right or action under these Terms of Use shall not be construed as a renunciation of this right or action nor preclude any other or further exercise thereof.

20.4. Assignment APROPLAN S.A. shall have the right at its discretion to assign these Terms of Use or any part of its rights and/or obligations hereunder. You are not entitled to assign any of your rights or obligations under these Terms of Use.

20.5. Applicable law These Terms of Use will be governed by Belgian law, without giving effect to its conflict of laws provisions or those of your actual state or country of residence if you are a Consumer or those of your registered office if you are a Business.

20.6. Jurisdiction APROPLAN S.A. and you agree to submit to the exclusive jurisdiction of the commercial courts of Brussels, Belgium, except in the event where the jurisdiction of another court is imposed by mandatory applicable law.